Those who think the new musical by writer Joe DiPietro, director Christopher Ashley and musical director Stephen Oremus is only about songs made popular by Elvis Presley, will be surprised to learn that Shakespearean comedies also inspired the show's plot — an original tale packed with romantic yearnings, mismatched partners, deception and disguise.

Although All Shook Up is set in Eisenhower's middle-America of 1955 — the period when Elvis emerged — the musical's characters and plot twists conjure the sparring lovers and surprise couplings of Shakespeare's Much Ado About Nothing, Twelfth Night, As You Like It and A Midsummer Night's Dream. No, the dialogue is not iambic poetry.

"In Joe's first draft was the idea of Shakespeare together with Elvis, which is the first thing that was really interesting to me," said Ashley, who was Tony Award nominated for directing The Rocky Horror Show. "In it is the idea that if the girl can't get the guy she wants, maybe she should dress like a guy to be his buddy and see what happens..."

What sparks it all, of course, is the music you associate with the late Presley. "Music works like the love blossom in Midsummer Night's Dream," Ashley said. "It can unlock something, it can a make a statue come to life. In a show, that gives a director an immense amount of permission and latitude to invent."

Mind you, there is not an Elvis character in sight — unless you count the motorcycle-riding, leather-jacketed, swivel-hipped Cheyenne Jackson, who plays a newcomer-to-town named Chad, who shakes up a small town. Just to make sure you don't think he's Elvis, the dark haired, square-jawed, impossibly handsome Jackson will have blond hair as Chad, when the show bows Dec. 19 in a Chicago tryout at the Cadillac Palace. It begins at Broadway's Palace Theatre Feb. 20, 2005, toward a March 24 opening.

At a Dec. 2 Manhattan press preview of the show in rehearsal, the musical's Act One finale, "Can't Help Falling in Love," sung by the entire cast as a thrilling anthem rather than a doleful ballad, seems to suggest All Shook Up is about how human attraction is somehow inexorable, and never easily explained.

"In fact," director Ashley said, "the show was called Can't Help Falling in Love for a long time. We shifted it to All Shook Up just because it's easier to remember. The show's completely about love and how you can't control it. And this music unleashes something that's delightful and exciting and passionate and unexpected and often painful and completely out of everyone's control."

DiPietro and music director/arranger Oremus have been working on the show for more than four years, ever since the estate of Elvis Presley contacted DiPietro and invited him to create a musical around the catalog of songs made famous by The King. Producer Jonathan Pollard, who has been attached to DiPietro's past work (including I Love You, You're Perfect, Now Change) saw an early reading of it and is shepherding it to Broadway with his partners. Ken Roberson choreographs.

Things gets "all shook up" in a very square town in a very square state when Chad shows up and romances chilly Miss Sondra (played by Leah Hocking) via the go-between "Ed," who is really Natalie (played by Jenn Gambatese) in disguise. Tomboyish Natalie likes newcomer Chad, and Miss Sondra falls for "Ed." Meanwhile, Dennis (played by Mark Price) is smitten with Natalie.

"It's a very As You Like It-Twelfth Night kind of idea," said Ashley.

By the end of Act One, do we know who is going to end up with who?

"You don't," Ashley said. "In fact, at the end of the show, there's a sequence where the tectonic plates all re-shift and you go, 'Oh, that person ends up with that person? I can't believe it!' It ends up feeling sort of inevitable if unexpected."

Another couple in the plot, Dean and Lorraine (played by Curtis Holbrook and Nikki M. James), challenge the expectation of racial separation when they fall in love. The conformity-minded 1950s — represented by the right-wing mayoress, played by Alix Korey — was the setting of the show from the first draft.

Of the period setting, Ashley said, "That's sort of new again, unfortunately, in 2004 — there's a kind of new conservatism in the air: the ideas of what's decent and what's not, and how much permission do you have? All kinds of different civil rights issues are again in play. Unfortunately, I think a lot of the 1950s' issues are as alive today as they were then."

When it came to selecting the show's score from the treasure chest of songs Elvis sang (all by a variety of composers and lyricists), the creative team was in heaven.

"It's a huge, amazing library of music," Ashley said. "The Elvis estate has been really amazing about getting us access to pretty much anything he sang. We have been denied nothing. It's about trying to find the balance between how much of the really, really famous music we use — 'Can't Help Falling in Love,' 'Hound Dog,' 'Burning Love,' 'Jailhouse Rock,' 'All Shook Up' — and going to the [Elvis] movies and finding unexpected songs that happen to hit our plot exactly right. It's all about, hopefully, creating a show that feels like those songs were written for this show."

Producer Jonathan Pollard explained, "One of the wonderful, interesting, complex things about this process is that creating a show like this is creating a show backwards: You're looking at this body of work and you're saying, 'How can it be dramatized?,' 'What character would sing that — in what kind of situation?' So it's kind of a Rubik's Cube. This all came from Joe. I got involved after the first reading [presented for Elvis Presley Enterprises] and said, 'I want to produce this.' We've taken our time, we've taken five years to do it. I feel all too often in this town that producers and authors don't take their time, don't give the process time."

Oremus, whose credits include Off-Broadway's The Wild Party and Broadway's Avenue Q and Wicked, said, "I freaked out at the first reading we did in 2001, when Joe said to me that one of the guys who wrote 'Can't Help Falling in Love' was coming to the show. I had taken some liberties with the harmonies of the song and went in a more gospel direction in terms of the chord changes — and I wondered if this guy was gonna like what we did. Everyone really enjoyed the approach, so we got to continue..."

Oremus said he has enjoyed unprecedented freedom exploring and reinventing the music for All Shook Up. Usually, the composer of a musical has the final say in harmonic, tempo and accompaniment issues.

"The creativity involved has been massive," conductor/music director/arranger Oremus said. "It's really exciting to be so close to the creative process, for me. As a music director and arranger, it's rare that I get to be on the front lines; I'm usually a bit more peripheral, because you usually have a composer. In this case, there's no composer present and I'm making musical decisions with the director and book writer. We've really gotten to reimagine these songs."

How many songs did DiPietro have to choose from?

"I think Elvis recorded over 800 songs," DiPietro told Playbill On-Line. "It was overwhelming. I listened to this music over and over again. I went music-first. The story came from the music. What I really did was whittle it down. First, I took his 20 or 25 big hits, then I took songs that were theatrical and would play on stage. 'Can't Help Falling in Love' was a real inspiration: What if this music comes to this town and makes everybody not able to not fall in love. About 95 percent of his songs are about some sort of love..."

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Prior to the company shipping out to Chicago for its Dec. 19-Jan. 23, 2005 tryout, the songlist for the show included "All Shook Up," "A Little Less Conversation," "That's All Right, Mama," "Blue Suede Shoes," "Can't Help Falling in Love," "Devil in Disguise," "Follow That Dream," "It's Now or Never," "If I Can Dream," "Surrender," "Love Me Tender," "The Power of My Love," "There's Always Me," "Burning Love," "C'mon Everybody," "Don't Be Cruel," "Fools Fall in Love," "Heartbreak Hotel," "I Don't Want To," "It Hurts Me," "Jailhouse Rock," "Let Yourself Go," "One Night With You," "Teddy Bear."

The creative team also includes David Rockwell (scenic design), David C. Woolard (costume design), Donald Holder (lighting design), Brian Ronan (sound design), Michael Gibson (orchestrations) and Zane Mark (dance music arrangements).

The principal cast also includes Jonathan Hadary, John Jellison and Sharon Wilkins. The cast totals 30.

All Shook Up received a developmental staging by Goodspeed Musicals at the Norma Terris Theatre in May 2004.